Official Letter Modifying the Authorization Granted to Bupa Mexico, Insurance Company, S.A. de C.V.

DOF: 17/08/2018

OFFICIAL LETTER modifying the authorization granted to Bupa Mexico, Insurance Company, S.A. de C.V.

A seal bearing the National Coat of Arms appears on the margin, which reads: United Mexican States.- Ministry of Finance and Public Credit.- National Insurance and Bonds Commission.- Presidency.- Legal Vice Presidency.- General Legal, Advisory and Intermediaries Directorate.- Advisory Directorate.- Sub-Advisory Directorate.- File: C00.411.13.2.1-S0065"15".- Official Letter No. 06-C00-41100/36584.

SUBJECT:

The authorization granted to Bupa Mexico, Insurance Company, S.A. de C.V. is modified.

BUPA MEXICO, INSURANCE COMPANY, S.A. DE C.V.

Montes Urales 745, Floor 1

Col. Lomas de Chapultepec

Miguel Hidalgo

11000, Mexico City

Attention:

Lic. Diego Gómez Palacio Borboa

Legal Representative

The Federal Government through the National Insurance and Bonds Commission, and prior to the Agreement of its Board of Directors, based on articles 11, 75, 369, section II, 370, last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions, as well as on articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission, issues these Resolutions in response to the following

Background and Considerations:

BACKGROUND

Bupa Mexico, Insurance Company, S.A. de C.V., was authorized by the Ministry of Finance and Public Credit to organize and function as an insurance institution through Official Letter 101.- 01606 dated October 31, 2003, published in the Official Gazette of the Federation on January 21,

2004. This authorization was last modified by Official Letter 366-III-045/15 dated January 21

2015, published in the aforementioned Federal Dissemination Medium on April 29, 2015.

Through writings dated November 10, 2015, February 5 and May 30, 2016, March 15 and May 9

2018, the Lics. Tania Alejandra Rojo Palavicini, Eva Elizabeth Calderón Ramos and Diego

Gómez Palacio Borboa, in their capacity as legal representatives of Bupa Mexico, Company

of

Insurance, S.A. de C.V., requested approval to carry out the reform of the first paragraph of

Article

6th of the bylaws of said institution, which was agreed upon through Resolutions

Unanimous adopted outside of an Extraordinary General Meeting of Shareholders on October 27,

2015, due to the increase in its fixed minimum capital without right of withdrawal of $173,947,000.00

M.N., to which will be added the amount of $90,748,900.00 M.N., to be established at

$264,695,000.00 M.N.

With Official Letter 06-C00-41100/31513 dated June 19, 2017, this Commission approved the modification to

the first paragraph of Article Sixth of the bylaws of Bupa Mexico, Insurance Company,

S.A. de C.V., agreed upon through Unanimous Resolutions adopted outside of an Extraordinary General

Meeting of Shareholders on October 27, 2015, and which were sent with their request for

merit.

By Official Letter No. 06-C00-41100/28978 dated May 21, 2018, this Commission deemed fulfilled

Resolutive Second of Official Letter No. 06-C00-41100/31513 dated June 19, 2017, by which it

instructed the protocolization of the Unanimous Resolutions referred to above, and ordered their registration in

the Public Commerce Register, in attention to the writings of March 15 and May 9, 2018, by

which the institution in question exhibited the first testimony and copy by notarial comparison of the public

deed number 95,735 dated March 13, 2018, granted before the seal of Lic. Carlos Antonio Morales

Montes de Oca, Holder of Public Notary Number 227 of Mexico City, where it is recorded

the protocolization of the Unanimous Resolutions adopted outside of an Extraordinary General Meeting

of Shareholders on October 27, 2015.

As a result of what is stated in Backgrounds 3 and 4, the National Insurance and Bonds Commission

presented before the Authorizations Committee of said Commission, the proposal for modification of the

bases of the authorization of Bupa Mexico, Insurance Company, S.A. de C.V., in order that the

modification relative to the amount of social capital it has be carried out, in order to state that

its capital must be expressed in Investment Units and be covered in national currency, such

as ordered by article 49, first paragraph, of the Law of Insurance and Bonding Institutions.

The modification indicated was submitted to the consideration of the Board of Directors of the Commission

National Insurance and Bonds Commission in its session 201 of June 26, 2018, which, taking into

consideration the favorable opinion issued by the Authorizations Committee of the same Commission,

agreed as follows:

« SOLE.- The bases of the authorization granted to Bupa Mexico,

Insurance Company, S.A. de C.V. are MODIFIED, in order to reflect the modifications made

in the bylaws of said institution which are described below:

«Eliminate the reference to the amount of capital of said insurance institution,

substituting it with a wording that establishes that the institution must have the

minimum paid-in capital that is determined for the year in question, for each operation

or line of business that it has authorized, which must be expressed in Investment Units and

covered in national currency, in terms of article 49, first paragraph, of the Law of

Insurance and Bonding Institutions. »

CONSIDERING

FIRST.- That article 369, section II, of the Law of Insurance and Bonding Institutions, provides that

it is the competence of the Board of Directors of this Commission, among others, to modify the authorizations for

to organize, operate and function as an insurance institution.

SECOND.- That as a result of the resolution issued in the aforementioned Official Letter 06-C00-41100/28978 dated May 21

2018, the terms of the authorization granted to that insurance institution must be modified.

In view of the above, the following are issued:

RESOLUTIONS

FIRST.- The Preamble, Articles One and Three, section II, subsection a), of the

authorization granted to Bupa Mexico, Insurance Company, S.A. de C.V., are modified, so that the parts indicated are in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO BUPA MEXICO,

INSURANCE COMPANY, S.A. DE C.V., TO ORGANIZE AND FUNCTION

AS AN INSURANCE INSTITUTION, SUBSIDIARY OF BUPA INSURANCE COMPANY, OF

FLORIDA, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS:

« ARTICLE ONE.- In exercise of the power conferred by articles 5th and 33-C of

the repealed General Law of Insurance Institutions and Mutual Insurance Companies to the

Ministry of Finance and Public Credit, and which from April 4, 2015, onwards confer

articles 11 and 75 of the Law of Insurance and Bonding Institutions to the Commission

National Insurance and Bonds Commission, authorization is granted to Bupa Mexico, Company of

Insurance, S.A. de C.V., to organize and function as an insurance institution subsidiary

of

Bupa Insurance Company, of Florida, United States of America.

« ...

« ARTICLE THREE.- The subsidiary insurance institution shall be subject to the Free Trade

Agreement of North America, celebrated by the United States of America, Canada

and the United Mexican States, to the provisions of the Law of Institutions of

Insurance and Bonds, as well as those derived from it, to the General Law of

Commercial Societies, and to the other laws applicable to it and, in particular, to

the following bases:

« ...

« II.- The social capital will be variable according to the following:

« a) The subsidiary insurance institution must have the minimum paid-in capital that is

determined for the year in question, for each operation or line of business it has

authorized, which must be expressed in Investment Units and covered in

national currency, as ordered by article 49, first paragraph, of the Law of

Insurance and Bonding Institutions.

« ... ».

SECOND.- The authorization granted to Bupa Mexico, Insurance Company, S.A. de C.V., to

organize and operate as an insurance institution, after the modification indicated in the Resolutive

previous, remains entirely in the following terms:

« AUTHORIZATION GRANTED BY THE FEDERAL GOVERNMENT TO BUPA MEXICO,

INSURANCE COMPANY, S.A. DE C.V., TO ORGANIZE AND FUNCTION

AS AN INSURANCE INSTITUTION, SUBSIDIARY OF BUPA INSURANCE COMPANY, OF

FLORIDA, UNITED STATES OF AMERICA, UNDER THE FOLLOWING TERMS:

« ARTICLE ONE.- In exercise of the power conferred by articles 5th and 33-C of

the repealed General Law of Insurance Institutions and Mutual Insurance Companies to the

Ministry of Finance and Public Credit, and which from April 4, 2015, onwards confer

articles 11 and 75 of the Law of Insurance and Bonding Institutions to the Commission

National Insurance and Bonds Commission, authorization is granted to Bupa Mexico, Company of

Insurance, S.A. de C.V., to organize and function as an insurance institution subsidiary

of

Bupa Insurance Company, of Florida, United States of America.

« ARTICLE TWO.- The subsidiary insurance institution is authorized to practice

in insurance the operation of accidents and illnesses, in the line of medical expenses.

« ARTICLE THREE.- The subsidiary insurance institution shall be subject to the Free Trade

Agreement of North America, celebrated by the United States of America, Canada

and the United Mexican States, to the provisions of the Law of Institutions of

Insurance and Bonds, as well as those derived from it, to the General Law of

Commercial Societies, and to the other laws applicable to it and, in particular, to

the following bases:

« I.- The denomination will be "Bupa Mexico, Insurance Company, S.A. de C.V.".

« II.- The social capital will be variable according to the following:

« a) The subsidiary insurance institution must have the minimum paid-in capital that is

determined for the year in question, for each operation or line of business it has

authorized, which must be expressed in Investment Units and covered in

national currency, as ordered by article 49, first paragraph, of the Law of

Insurance and Bonding Institutions.

« b) The variable capital with right of withdrawal in no case may be greater than the capital

paid-in without right of withdrawal.

« III. The social domicile of the subsidiary insurance institution will be Mexico City, Federal

District.

« ARTICLE FOUR.- By its very nature, this authorization is non-transferable. »

THIRD.- These resolutions must be published in the Official Gazette of the Federation and in two

newspapers of wide circulation from the social domicile of the institution, within one hundred and twenty days

following the date of their notification to Bupa Mexico, Insurance Company, S.A. de C.V., in terms of what is

provided in article 75, second paragraph, of the Law of Insurance and Bonding Institutions, at the cost of

the interested parties.

These resolutions are issued based on the information provided by the petitioner contained in the

writings sent and are limited exclusively to the modification of the authorization granted to

Bupa Mexico, Insurance Company, S.A. de C.V., in the terms described which in accordance with the

applicable provisions are within the competence of this Commission to resolve, and do not prejudge any act that said

society carries out and which implies prior authorization or approval of other financial authorities,

administrative, tax or of any other nature, in terms of current regulations, nor validates the

legality or validity of the same in case such authorization or approval is not obtained.

You are hereby informed of the above, based on articles 11, 75, 369, section II, 370,

last paragraph, and 372, section XLI, of the Law of Insurance and Bonding Institutions, as well as on the

articles 6 and 9 of the Internal Regulations of the National Insurance and Bonds Commission.

Respectfully,

Effective Suffrage. No Re-election.

Mexico City, June 29, 2018. - The President of the National Insurance and Bonds Commission,

Norma Alicia Rosas Rodríguez.- Rubric.

(R.- 471971)

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